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Item 7.01. Regulation FD Disclosure.
On August 5, 2020, American Finance Trust, Inc. (the “Company”) prepared an investor presentation that officers and other representatives of the Company intend to present at conferences and meetings. A copy of the investor presentation is furnished as Exhibit 99.1 of this Current Report on Form 8-K. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
The statements in this Current Report on Form 8-K that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. In addition, words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the potential adverse effects of the ongoing global COVID-19 pandemic, including actions taken to contain or treat COVID-19, on the Company, the Company’s tenants and the global economy and financial markets and that the information about rent collections may not be indicative of any future period, as well as those set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 27, 2020, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed on May 7, 2020 and all other filings filed with the Securities and Exchange Commission after that date. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
Item 9.01. Financial Statements and Exhibits.
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|AMERICAN FINANCE TRUST, INC.|
|By:||/s/ Edward M. Weil, Jr.|
|Edward M. Weil, Jr.|
Chief Executive Officer and President
(Principal Executive Officer)
Dated: August 5, 2020
August 2020 Second Quarter 2020 Investor Presentation (NASDAQ: AFIN)
American Finance Trust, Inc. Q2 2020 COMPANY HIGHLIGHTS Service - Oriented Retail Focus AFIN’s portfolio consists of 69% Service Retail or Experiential Retail tenants that are more resistant to e - commerce vs. Traditional Retail (1) High Portfolio Occupancy 94% portfolio Occupancy (1) with a balance of Service Retail (1) single - tenant assets featuring long - term leases and retail centers focused on Experiential Retail (1) tenants High - Quality Portfolio 80 % of top - ten tenants are actual or implied Investment Grade (1) Strong Balance Sheet Liquidity (1) of $163 million with Net Leverage (1) of 40.3% and weighted average debt maturity of 4.9 years (3) Robust Acquisition Program Robust acquisition program of $102 million closed year to date (2) with 1.6% weighted average annual Rent Escalators (1) Substantial Rent Collection AFIN received 84% of second quarter Cash Rent (1) due, including over 96% of Cash Rent due from our top 20 tenants (4) 1) See Definitions in the appendix for a full description. 2) See slide 9 for additional information. 3) Reflects the effect of the $715 million CMBS refinancing completed in July. Refer to slide 5 for additional information. 4) See slides 6 and 8 for additional information. 2
82% 13% 5% 43% 12% 10% 35% 80% 20% 48% 11% 10% 31% American Finance Trust, Inc. $3.9 billion portfolio of high - quality, mostly Investment Grade rated tenants featuring contractually embedded rental income growth 1) See Definitions in the appendix for a full description. 2) Based on annualized straight - line rent as of the respective quarter end. For Q2 2020, ratings information as of June 30, 2020. A FIN’s top 10 tenants are 72% actual Investment Grade rated and 8% implied Investment Grade. For Q2 2019, ratings information is as of June 30, 2019. AFIN’ s t op 10 tenants are 53% actual investment grade rated and 29% implied investment grade. Portfolio Metrics Q2 2020 Q2 2019 Real Estate Investments, at cost $3.9 billion $3.6 billion Number of Properties 847 704 Square Feet (SF) 18.9 million 17.7 million Annualized Straight Line Rent (1) (SLR) $272 million $250 million Occupancy (%) 94.3% 93.4% Executed Occupancy (1) (%) 94.3% 94.6% Weighted Average Remaining Lease Term (1) 8.9 Years 9.0 Years Weighted Average Annual Rent Escalator 1.3% 1.3% BEST - IN - CLASS PORTFOLIO Annualized Straight - Line Rent by Industry 3 Q2’19 $250 million Q2’20 $272 million Single - Tenant Retail Distribution Office Multi - Tenant Retail Investment Grade % (Top Ten Tenants) (2) Investment Grade Non - Investment Grade Not Rated Q2’20 Q2’19
American Finance Trust, Inc. 4 QUARTERLY HIGHLIGHTS – Q2 2020 Rent Collection Success (1) Diligent Acquisition Program (2) ▪ Acquired 34 single - tenant properties for $102 million at a 8.4% weighted average Cap Rate (4) year to date. ▪ Acquisition pipeline of $75 million, focused on service oriented single - tenant retail assets. ▪ Total closed and pipeline acquisitions of $178 million with a weighted average Cash Cap Rate (4) of 7.6% and a weighted average Cap Rate of 8.5%. AFIN remains focused on continued Cash Rent collection throughout the COVID - 19 pandemic and enhancing its superior portfolio of high - quality Necessity - Based (4) real estate assets ▪ AFIN’s focused effort and proactive tenant communication in response to COVID - 19 resulted in 84% of second quarter Cash Rent collected. ▪ Received over 96% of second quarter Cash Rent due from our top 20 tenants. ▪ Received 94% of second quarter Cash Rent due from our single - tenant portfolio. ▪ Continued rent collection success into the third quarter with 88% of Cash Rent collected in July. ▪ Since 2017, AFIN has acquired 457 single - tenant properties with a weighted average Remaining Lease Term of 16 years and sold 96 single - tenant properties with a weighted average Remaining Lease Term of 6 years (5) . ▪ Multi - tenant Occupancy of 86.2% at quarter end, up from 85.1% at the end of the second quarter 2019. ▪ Truist Bank redeployment initiative continues accretively recycle assets while decreasing the Company’s concentration to any one tenant. 1) As of July 31, 2020. Refer to slides 6 and 8 for additional information. 2) Refer to slide 9 for additional information. 3) Reflects the effect of the $715 million CMBS refinancing completed in July. Refer to slide 5 for additional information. 4) See Definitions in the appendix for a full description. 5) Refer to slide 10 for additional information. Portfolio Enhancement Strong Balance Sheet ▪ AFIN continues to focus on maintaining ample Liquidity throughout the COVID - 19 pandemic. ▪ In July, AFIN completed a $715 million CMBS financing at a 3.74% effective interest rate, extending AFIN’s weighted average portfolio debt maturity from 3.3 years to 4.9 years (3) . ▪ The CMBS converted 28% of total outstanding debt from a 2 - month maturity into a new, five - year financing. ▪ Net Leverage of 40.3% provides ample flexibility.
American Finance Trust, Inc. $715 MILLION CMBS LOAN REFINANCING 5 In July, AFIN completed a $715 million CMBS refinancing of a $497 million CMBS loan maturing in September and certain properties on its credit facility, extending the Company’s weighted average debt maturity from 3.3 to 4.9 years (1) x AFIN completed a refinancing of the Company’s $497 million loan with 2 months until maturity, and certain properties on the C omp any’s credit facility, with a new $715 million CMBS loan x The CMBS Loan is secured by 368 single - tenant properties, 223 of which were properties previously collateralized on the prior CMBS loan, 144 properties previously on the Company’s credit facility, and one previously unencumbered property x The new, 5 - year CMBS loan will carry a lower effective interest rate and extend the Company’s weighted average debt maturity by 1.6 years x Effective interest rate of 3.74% as compared to 4.36% on the prior loan x Weighted average portfolio debt maturity increased from 3.3 years to 4.9 years x We believe the CMBS Loan greatly de - risked AFIN’s portfolio, while giving the Company flexibility in the future to broaden its c apital structure x AFIN leveraged the Company’s long - standing relationship with its banking partners to ensure superior execution and pricing durin g the COVID - 19 global pandemic 2% 11% 0% 16% 1% 70% 2020 2021 2022 2023 2024 Thereafter New 5 - year CMBS Loan Pushes 70% of Debt Maturities Past 2024 Prior to Refinancing Post Refinancing Weighted Average Debt Maturity 3.3 Years 4.9 Years % of Debt Maturing in 2020 29.5% 2.0% Interest Rate 4.36% 3.74% Summary of Financing Deal Terms 1) As of June 30, 2020.
American Finance Trust, Inc. CASH RENT COLLECTION SUMMARY 6 AFIN’s proactive approach in response to the COVID - 19 pandemic resulted in tremendous successes as we’ve received 84% of second quarter and 88% of July Cash Rent due Second Quarter Cash Rent Collection 84% 10% 5% 1% Cash Rent Collected Approved Agreement Agreement Negotiation Other Note: Collection data as of July 31, 2020, includes both Cash Rent paid in full and in part pursuant to an Approved Agreement or otherwise. Excludes Cash Rent paid or Approved Agreements approved after July 31, 2020 that would apply to second quarter or Ju ly Cash Rent. With respect to second quarter Cash Rent as compared to data previously reported on July 8, 2020, the amount colle cte d increased during the period from July 6, 2020 to July 31, 5% with respect to our multi - tenant portfolio and 2% with respect to our total portfolio. During this period, the amount of second quarter Cash Rent in the various categories described herein also increas ed or decreased as a result of additional payments of second quarter Cash Rent during the period and changes in the status of ne got iations. This information may not be indicative of any future period and remains subject to changes based ongoing collection efforts and ne got iation of additional agreements. The impact of the COVID - 19 pandemic on our rental revenue for the third quarter of 2020 and the reafter cannot be determined at present. The ultimate impact on our future results of operations and liquidity will depend on the ove ral l length and severity of the COVID - 19 pandemic, which management is unable to predict. 1) Approved Agreements include Deferral Agreements as well as amendments granting the tenant a rent credit for some portion of C ash Rent due. The most common arrangements represent deferral of some or all of the rent due for the second quarter of 2020 with such amounts to be paid in the latter part of 2020 or early part of 2021. The rent credit is generally coupled with an extens ion of the lease. As of July 31, 2020, we granted rent credits with respect to 3% of second quarter and 3% of July Cash Rent due. T he terms of the lease amendments providing for rent credits differ by tenant in terms of the length and amount of the credit. A “De ferral Agreement” is an executed or approved amendment to an existing lease agreement to defer a certain portion of Cash Rent du e. 2) Represents active tenant discussions where no Approved Agreement has yet been reached. There can be no assurance that we will be able to enter into an Approved Agreement on favorable terms, or at all. 3) Consists of tenants who have not paid Cash Rent in full and there is not an Approved Agreement. There can be no assurance tha t s uch Cash Rent will be collected. Second Quarter Cash Rent Status Single Tenant Multi Tenant Total Portfolio Second Quarter Cash Rent Collected 94% 63% 84% Approved Agreement 4% 24% 10% Agreement Negotiation 1% 13% 5% Other 1% 0% 1% Total 100% 100% 100% July Cash Rent Collection 88% 7% 4% 1% Cash Rent Collected Approved Agreement Agreement Negotiation Other July Cash Rent Status Single Tenant Multi Tenant Total Portfolio July Cash Rent Collected 96% 72% 88% Approved Agreement (1) 2% 18% 7% Agreement Negotiation (2) 0% 10% 4% Other (3) 2% 0% 1% Total 100% 100% 100%
American Finance Trust, Inc. CASH RENT COLLECTION SUMMARY (CONT.) 7 AFIN continues to focus and increase Cash Rent collection while reaching mutually beneficial Approved Agreements Cash Rent Collection by Property Type Property Type April May June Q2’20 July Total Retail 82% 78% 81% 80% 86% Total Distribution 99% 99% 99% 99% 100% Total Office 98% 98% 98% 98% 98% Total Portfolio 86% 82% 85% 84% 88% Number of Tenants 12 Weighted Avg. Deferral or Rent Credit (1) 4 months Weighted Avg. Lease Extension (1) 36 months Net Increase in Cash Rent $29.1 million Summary of Approved Agreements with a Lease Extension » AFIN’s diligently constructed best - in - class portfolio continues to resiliently perform throughout the COVID - 19 pandemic » AFIN collected nearly all the Cash Rent due from the Company’s office and distribution portfolios while continuing to increas e collection from the retail portfolio » AFIN completed Approved Agreements in the second quarter, providing near - term financial flexibility to our tenants » AFIN executed deferrals or rent credits with 12 tenants in exchange for lease extensions during the quarter » Lease extensions on average provided 4 months of rent relief in exchange for an additional 36 months of lease term, resulting in a net increase in Cash Rent of $29.1 million throughout the term of the tenants’ lease Cash Rent Collection Highlights 1) Weighted based on June Cash Rent and not impacted for partial Deferrals or Rent Credits.
American Finance Trust, Inc. Q2’20 CASH RENT COLLECTION - TOP 20 TENANTS 8 AFIN received over 96% of second quarter Cash Rent due from our top 20 tenants (1) , representing 55% of second quarter Cash Rent AFIN’s best - in - class portfolio features a high percentage of Necessity - Based retail tenants Tenant Credit Rating (2) Cash Rent Received (1) Percent of Second Quarter Cash Rent Industry Truist Bank A2 100% 7% Retail Banking Sanofi US A1 100% 6% Pharmaceuticals AmeriCold Baa3 100% 5% Refrigerated Warehousing Mountain Express Oil Co. Ba1* 100% 4% Gas/Convenience Fresenius Baa3 100% 4% Healthcare Stop & Shop Baa1* 100% 3% Grocery Bob Evans Ba3* 99% (3) 3% Casual Dining Dollar General Baa2 100% 3% Discount Retail Home Depot A2 100% 2% Home Improvement United Health A3 100% 2% Healthcare FedEx Ground Baa2* 100% 2% Freight Burger King n.a. 50% (3) 2% Quick Service Restaurant Lowes Baa1 100% 2% Home Improvement DaVita Inc. Ba2 99% 2% Healthcare Best Buy Baa1 77% 2% Wireless / Electronics Walgreen Co. Baa2 100% 2% Pharmacy Kohl's Corporation Baa2* 80% 1% Department Store O'Charley's n.a. 65% (3) 1% Casual Dining Pizza Hut Ba1* 100% 1% Quick Service Restaurant American Car Center B2* 100% 1% Auto Retail Top 20 Tenants 74% I G Rated (2) 96% 55% *Represents Moody’s Implied Rating 1) Based on second quarter Cash Rent as of July 31, 2020. Excludes Cash Rent or Approved Agreements approved after July 31, 2020 that would apply to second quarter Cash Rent. 2) Ratings information as of June 30, 2020. AFIN’s top 20 tenants are 64% actual Investment Grade rated and 10% implied Investme nt Grade. 3) As agreed upon in the Approved Agreement with respective tenant.
American Finance Trust, Inc. ACQUISITION ACTIVITY Closed on 34 single - tenant assets year to date for $102 million at a 8.4% weighted average Cap Rate plus a $75 million pipeline with a weighted average Cap Rate of 8.7% ($ in millions, square feet in thousands, lease term remaining in years) 1) Weighted average based on square feet. See Definitions in the appendix for a full description. 2) Includes pipeline as of July 15, 2020. PSAs are subject to conditions. There can be no assurance these pipeline acquisitions wil l be completed on their current terms, or at all. 3) Represents the contract purchase price and excludes acquisition costs which are capitalized per GAAP. 4) Weighted average remaining lease term is based on square feet as of the respective acquisition date for closed transactions a nd estimated acquisition date for pipeline. Closed Transactions Property Type Number of Properties Square Feet Purchase Price (3) Wgt. Avg. Cap Rate (1) Lease Term Remaining (4) Closed Advanced Auto Traditional Retail 1 7 $1.5 9.5 Q1’20 IMTAA (Gas & Convenience) Service Retail 1 3 $3.8 19.3 Q1’20 DaVita Service Retail 1 7 $2.6 9.6 Q1’20 Pizza Hut Service Retail 2 5 $1.2 20.0 Q1’20 American Car Center Traditional Retail 16 178 $40.9 20.0 Q1’20 BJ’s Wholesale Club Traditional Retail 1 110 $11.2 10.6 Q1’20 Mammoth Car Wash Service Retail 9 56 $28.8 20.0 Q1’20 Mammoth Car Wash Service Retail 2 22 $10.6 20.0 Q2’20 DaVita Service Retail 1 10 $1.6 11.2 Q2’20 2020: Total Closed 34 398 $102.1 8.4% 16.8 Pipeline (2) Property Type Number of Properties Square Feet Purchase Price (3) Wgt. Avg. Cap Rate (1) Lease Term Remaining (4) Status GPM (Gas & Convenience) Service Retail 32 107 $32.5 15.8 Signed PSA IMTAA (Gas & Convenience) Service Retail 13 70 $42.8 15.0 Signed PSA Total Q3’20 Pipeline 45 177 $75.4 8.7% 15.5 2020: Total Closed + Pipeline 79 575 $177.5 8.5% (1) 16.4 9
American Finance Trust, Inc. ACQUISITION & STRATEGIC DISPOSITION PROGRAM We continue to improve the portfolio by opportunistically acquiring service - oriented retail properties with long term leases Note: Data reflects closed dispositions and acquisitions during the period from January 1, 2017 through June 30, 2020 excluding the multi - tenant properties acquired in the American Realty Capital Retail Centers of America, Inc. (“RCA”) merger in February 2017 . All data weighted by annualized straight - line rent as of June 30, 2020 . 1) Weighted average lease term remaining based on disposition date for dispositions and acquisition date for acquisitions. 10 Metrics Dispositions Acquisitions Number of Properties 96 457 Wgt . Avg. Remaining Lease Term (1) 6 Years 16 Years Service Retail 21% 78% Traditional Retail 1% 18% Distribution 33% 3% Office 44% 1% 2017 Through Q2 2020 Transaction Summary Wgt. Average Lease Term Remaining (1) Service Retail Acquisition Focus Acquired Properties Increasing Service Retail Concentration Increasing Lease Duration 22% 78% Non-Service Retail Service Retail 6 Years 16 Years 2017 Through Q2 2020 Dispositions 2017 Through Q2 2020 Acquisitions
Service - oriented retail focused portfolio with embedded long - term rental increases to Investment Grade rated tenants Portfolio Metrics Q2 2020 Q2 2019 Real Estate Investments, at cost $2.4 billion $2.1 billion Number of Properties 814 671 Total Square Feet (SF) 11.7 million 10.5 million Annualized Straight - Line Rent (SLR) $186 million $162 million Occupancy (%) 99.2% 99.1% Weighted Average Remaining Lease Term 10.8 Years 11.3 Years Investment Grade (2) (%) 63% 76% Weighted Average Annual Rent Escalator 1.3% 1.3% American Finance Trust, Inc. 11 SINGLE - TENANT PORTFOLIO 1) Based on annualized straight - line rent. 2) Based on annualized straight - line for the respective quarter end. AFIN’s Q2 2020 single - tenant portfolio tenants are 51% actual and 13% implied Investment Grade rated. During Q2 2019, AFIN’s single - tenant portfolio tenants were 45% actual and 31% implied Investment Grade Rated. Weighted b y annualized straight - line rent as of June 30, 2020 and June 30, 2019 respectively. Single - Tenant Property and Tenant Type (1) Retail Service Retail Restaurant 15% 58% Retail Banking 11% Gas/Convenience 11% Healthcare 9% Grocery 5% Auto Services 4% Pharmacy 3% Traditional Retail Discount Retail 4% 13% Auto Retail 4% Home Improvement 3% Specialty Retail 1% Furniture 1% Distribution 15% Office 14% Geographic Exposure Properties
63% 48% 41% 37% 18% n.a. n.a. AFIN O SRC VER NNN EPRT STOR 96% 82% 77% 72% 58% 55% 48% EPRT AFIN STOR NNN O SRC VER 39% 32% 25% 22% 10% 6% 4% EPRT AFIN STOR NNN O SRC VER 12 American Finance Trust, Inc. x Single - tenant portfolio mostly leased to actual or implied Investment Grade rated tenants, supporting our successful 94% second quarter Cash Rent collection in our single tenant portfolio x AFIN’s single - tenant portfolio features minimal near - term lease expirations with 90% (1) of leases expiring after 2024 x Since 2017, 78% (2) of acquisitions included Service Retail properties that we believe are Necessity - Based in nature and more resistant to e - commerce vs. Traditional Retail Higher percentage of Investment Grade, service - oriented retail tenants compared to peers Service as % of Retail Exposure (4) (Single - Tenant) % Investment Grade Tenants (3) (Single - Tenant) Source: Company filings, Green Street Advisors. Note: Company metrics as of June 30, 2020. Peer metrics as of the last reporting period of March 31, 2020 except “% Investment Grade Tenants” for National Retail Properties whi ch is as of December 31, 2019. See definitions in the appendix for a full description. 1) Base on annualized straight - line rent as of June 30, 2020. 2) Refer to slide 10 for additional information. 3) Based on annualized straight - line rent as of June 30, 2020. AFIN’s single - tenant portfolio is comprised of 51 % actual Investment Grade rated and 13% implied Investment Grade rated tenants. Peers report tenants with actual Investment Grade ratings. STORE Capital and Essential Properties do not discl ose tenant credit ratings. 4) Peers may define service retail differently than AFIN. % of Rent Expiring through 2024 (1) (Single - Tenant) ATTRACTIVE SINGLE - TENANT PORTFOLIO Single - Tenant Highlights
American Finance Trust, Inc. MULTI - TENANT PORTFOLIO Well - positioned multi - tenant assets with substantial leasing upside Portfolio Metrics Q2 2020 Q2 2019 Real Estate Investments, at cost $1.4 billion $1.5 billion Number of Properties 33 33 Total Square Feet (SF) 7.2 million 7.2 million Annualized Straight Line Rent (SLR) $86 million $88 million Occupancy (%) 86.2% 85.1% Executed Occupancy (%) 86.2% 88.0% Weighted Average Remaining Lease Term 4.7 Years 4.9 Years Weighted Average Annual Rent Escalator 1.2% 1.4% Multi - Tenant Property / Tenant Type (1) Experiential / E - Commerce Defensive Restaurant 14% 50% Entertainment 11% Discount Retail 9% Salon / Beauty 5% Grocery 4% Other 7% Other Traditional Retail Specialty Retail 31% 50% Wireless / Electronics 6% Sporting Goods / Fitness 5% Department Store 4% Home Improvement 3% Other 1% Geographic Exposure 13 1) Base on annualized straight - line rent as of June 30, 2020.
2% 3% 3% 4% 6% 13% 0% 3% 1% 2% 1% 61% 0% 10% 20% 30% 40% 50% 60% 70% 2020 2021 2022 2023 2024 Thereafter American Finance Trust, Inc. PORTFOLIO TENANT OVERVIEW 1) Ratings information is as of June 30, 2020. Weighted based on annualized straight - line rent as of June 30, 2020, AFIN’s top 10 t enants are 72% actual Investment Grade rated and 8% implied Investment Grade. 2) Top 10 tenants adjusted to reflect the 8 First Horizon Bank branch lease transfers completed after quarter end as if they had oc curred on June 30, 2020. Refer to slide 15 for additional information. Weighted based on annualized straight - line rent as of June 30, 2020. Top Tenant Overview (1)(2) Remaining Tenants Moody’s/S&P Credit Rating: 14 A2 Portfolio Lease Expiration Schedule (Total Portfolio) x The single - tenant portfolio features minimal near term lease expirations with 61% of total portfolio leases expiring after 2024 x AFIN’s multi - tenant portfolio features balanced, minimal near term lease expirations through 2024 Multi - Tenant Properties – 4.7 years weighted average lease term remaining Single - Tenant Properties – 10.8 years weighted average lease term remaining A1 Ba1* Baa3 Baa1* Ba3* A2 Baa1 x 80 % of top ten tenants are actual or implied Investment Grade rated with 1.4% average annual Rent Escalators x Top ten tenants are 55 % service retail focused (3) Baa3 Baa2 *Represents Moody’s Implied Rating. 6% 6% 5% 5% 4% 3% 3% 3% 3% 2% 60% 0% 20% 40% 60% Sanofi Truist Mountain Express Americold Fresenius Medical Stop & Shop Bob Evans Home Depot Dollar General Lowe's Remaining Tenants
American Finance Trust, Inc. Reducing Truist Bank Exposure While Extending Portfolio Remaining Lease Term Redeployed proceeds from occupied Truist Bank dispositions into accretive acquisitions with improved portfolio metrics x During Q2 2020, AFIN completed the sale of 4 occupied Truist Banks with a weighted average Remaining Lease Term of 8.6 years at a 5.5% weighted average Cash Cap Rate, generating $9.2 million of gross proceeds (1) ($2.1 million premium or 29% above original purchase price) x Subsequent to quarter end, Truist Bank completed the transfer of 8 leased properties to First Horizon Bank, a strong regional In vestment Grade bank with approximately 300 branches, decreasing the Company’s concentration of leased properties to Truist Bank to only 6.2% (2) x AFIN is pleased and continues to see accretive results from the Truist Bank redeployment initiative while reducing the Compan y’s exposure to any one tenant - Since Q4’17, AFIN reduced its exposure to Truist Bank from 11.2% to 6.2% - Throughout the program, AFIN completed the sale of 26 occupied Truist Bank assets at a weighted average Cash Cap Rate of 5.6% , g enerating net proceeds of $49.8 million - Net proceeds recycled into the Company’s robust acquisition program with a weighted average Cash Cap Rate of 7.2% since 2018 TRUIST BANK REDEPLOYMENT INITIATIVE Key Benefits 15 Note: The analysis above excludes data related to any vacant Truist Bank properties. As of June 30, 2020 , AFIN owned 118 Truist Bank properties which included 1 vacant property and 117 occupied properties. Subsequent to quarter end, Truist Bank completed the transfer of 8 leased properties to First Horizon Bank. 1) Gross proceeds represents contract sale price exclusive of closing costs and associated mortgage payoffs. Mortgage payoff rel ate d to Q2 2020 disposition of $4.1 million. 2) As of June 30, 2020, Truist Bank was rated A2 by Moody’s and First Horizon Bank was rated Baa3 by Moody’s. 11.2% 8.9% 6.5% 6.2% 8.1 Years 8.6 Years 8.9 Years 7.5 Years 7.7 Years 7.9 Years 8.1 Years 8.3 Years 8.5 Years 8.7 Years 8.9 Years 9.1 Years 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% 10.0% 11.0% 12.0% 12/31/2017 AFIN Public Listing Q3'18 6/30/2020 Post First Horizon Lease Transfers AFIN Weighted Average Remaining Lease Term
American Finance Trust, Inc. Q2 2020 FINANCIAL HIGHLIGHTS Debt Capitalization ($mm) Single - Tenant Mortgages $1,046 Multi - Tenant Mortgages $271 Total Secured Debt $1,317 Revolving Credit Facility $503 Total Unsecured Debt $503 Total Debt $1,820 Weighted Average Interest Rate (1) 3.8% Key Capitalization Metrics ($mm) Net Debt (2)(3) $1,683 Gross Asset Value (2) $4,179 Net Debt (3) / Adjusted EBITDA (4)(5) 8.7x Net Debt (3) / Gross Asset Value (2) 40.3% Note: Metrics as of and for the three months ended June 30, 2020 . See Definitions in the appendix for a full description of capitalized terms. 1) Weighted average interest rate based on balance outstanding as of June 30, 2020 . 2) See Definitions in the appendix for a full description. 3) Excludes the effect of deferred financing costs, net and mortgage premiums, net. 4) Adjusted EBITDA is annualized based on Q2 2020 results. 5) See appendix for Non - GAAP reconciliations. 6) Reflects the effect of the $715 million CMBS refinancing completed on July 24, 2020 as if it had occurred on June 30, 2020. R efe r to slide 5 for additional information. 7) As of June 30, 2020, the Company had $136.7 million in cash and cash equivalents, and, after giving effect to the amendment t o t he credit facility and the $715 million CMBS refinancing and other transactions that occurred at the closing of the amendment to the credit facility on July 24, 2020, $26.0 million available f or future borrowings under the Company’s credit facility. The credit facility currently requires the Company to maintain a combination of cash, cash equivalents and amounts available for future borrowing s u nder the credit facility of not less than $100.0 million, which could limit the Company’s ability to incur additional indebtedness and use cash that would otherwise be available to the Company. Financial Highlights AFIN continues to actively manage its capital structure and is focused on locking in long - term debt at low fixed interest rates to support its real estate portfolio Earnings Summary ($ mm) Q2’20 Net loss Attributable to Common Stockholders ($21.8) NOI (2)(4) $62.4 Cash NOI (2)(4) $54.7 Adjusted Funds from Operations (AFFO) (2)(5) $21.2 Funds from Operations (FFO) (2)(5) per Share $0.21 Adjusted Funds from Operations (AFFO) (2)(5) per Share $0.20 Weighted Average Basic and Diluted Shares Outstanding 108.4 x In July, AFIN completed a $715 million CMBS financing at an effective 3.74% interest rate, extending the weighted average portfolio debt maturity from 3.3 years to 4.9 years (6) x The CMBS converted 28% of total outstanding debt from a 2 - month maturity into a new, five - year financing x The CMBS now pushes 70% of debt maturities past 2024 x AFIN continues to focus on maintaining ample Liquidity (7) and flexibility throughout COVID - 19 with Net Leverage of 40.3% 16
American Finance Trust, Inc. 17 EXPERIENCED MANAGEMENT Jason Slear Executive Vice President of Real Estate Acquisitions and Dispositions ▪ Responsible for sourcing, negotiating, and closing AR Global's real estate acquisitions and dispositions ▪ Oversaw the acquisition of over $3.5 billion of real estate assets and the lease - up of over 10 million square feet during professional career Michael Weil Chief Executive Officer, President and Chairman of the Board of Directors ▪ Founding partner of AR Global ▪ Previously served as Senior VP of sales and leasing for American Financial Realty Trust ▪ Served as president of the Board of Directors of the Real Estate Investment Securities Association (n/k/a ADISA) Katie Kurtz Chief Financial Officer, Treasurer and Secretary ▪ Currently serves as chief financial officer of Healthcare Trust, Inc. ▪ Previously served as chief financial officer at New York City REIT, Inc., American Realty Capital - Retail Centers of America, Inc ., Business Development Corporation of America II and Crossroads Capital, Inc. (formerly BDCA Venture, Inc.). ▪ Previously served as chief accounting officer at Carlyle GMS Finance, Inc., The Carlyle Group’s business development company, Di rector of Finance and Controller for New Mountain Finance Corporation, and Controller at Solar Capital Ltd ▪ Mrs. Kurtz began her career at PricewaterhouseCoopers, LLP and is a certified public accountant in New York State Boris Korotkin Senior Vice President of Capital Markets and Corporate Strategy ▪ Responsible for leading all debt capital market transactions ▪ Former Executive Vice President of Transaction Structuring for American Financial Realty Trust Zachary Pomerantz Senior Vice President of Asset Management ▪ Responsible for asset management and leasing activity ▪ Former Asset Manager for New York REIT, Inc., a nearly 2 million square foot portfolio of New York City properties ▪ Previously worked at ProMed Properties, Swig Equities, Tishman Speyer and Mall Properties
Confidential – Not for Distribution 18 18 Legal Notices
American Finance Trust, Inc. 19 DISCLAIMERS This presentation includes estimated projections of future operating results. These projections were not prepared in accordan ce with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation an d presentation of financial projections. This information is not fact and should not be relied upon as being necessarily indicative of future r esu lts; the projections were prepared in good faith by management and are based on numerous assumptions that may prove to be wrong. Important factors that ma y affect actual results and cause the projections to not be achieved include, but are not limited to, risks and uncertainties relating to the co mpany and other factors described in the “Risk Factors” section of the Company's Annual Report on Form 10 - K for the year ended December 31, 2019, the Co mpany's subsequent Quarterly Reports on Form 10 - Q and in future filings with the SEC. The projections also reflect assumptions as to cer tain business decisions that are subject to change. As a result, actual results may differ materially from those contained in the estimates . A ccordingly, there can be no assurance that the estimates will be realized. This presentation also contains estimates and information concerning our in dus try, including market position, market size, and growth rates of the markets in which we participate, that are based on industry publications and r epo rts. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to variety of factors, including those described in the “Risk Factors” and "Managemen t's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's Annual Report on Form 10 - K for the year end ed December 31, 2019, filed with the SEC on February 27, 2020, the Company's Quarterly Report on Form 10 - Q for the quarter ended March 31, 2020 filed with the SEC on May 7, 2020 and the Company's subsequent Quarterly Reports on Form 10 - Q filed with the SEC. These and other factors could cause results to differ materially from those expressed in these publications and reports. This presentation contains estimates and information concerning the Company’s industry and the Company’s peer companies that are based on industry publications, reports and peer company public filings. The Company has not independently verified the accuracy of th e d ata contained in these industry publications, reports and peer company public filings. These estimates and information involve a number of ass ump tions and limitations, and you are cautioned not to rely on or give undue weight to this information. This presentation contains COVID - 19 information and may not be indicative of any future period. The impact of the COVID - 19 pande mic on our rental revenue for the third quarter and July of 2020 and thereafter cannot be determined at present. The ultimate impact on our future results of operations and liquidity will depend on the overall length and severity of the COVID - 19 pandemic, which management is unable to predict.
American Finance Trust, Inc. 20 FORWARD - LOOKING STATEMENTS Certain statements made in this presentation are “forward - looking statements” (as defined in Section 21E of the Exchange Act), w hich reflect the expectations of the Company regarding future events. The forward - looking statements involve a number of risks, uncertainties and other factors that could cause actual results to dif fer materially from those contained in the forward - looking statements. Such forward - looking statements include, but are not limited to, market and other expectations, objectives, and intentions, as w ell as any other statements that are not historical facts. The majority of the concessions granted to its tenants as a result of the COVID - 19 pandemic are rent deferrals with the original lease term unchanged and collection of deferred rent deemed probable As a result of relief granted by the FASB and SEC related to lease modification accounting, we do not expect rental revenue u sed to calculate Net Income and NAREIT FFO to be significantly impacted by these types of deferrals. In addition, since we currently believe that these amounts are collectible, we have exc lud ed from the increase in straight - line rent for AFFO purposes the amounts recognized under GAAP relating to these types of rent deferrals. Our potential risks and uncertainties are presented in the section titled “Item 1A - Risk Factors” disclosed in our Annual Report on Form 10 - K for the year ended December 31, 2019 filed with the SEC on February 27, 2020, and the Company's subsequent Quarterly Reports on Form 10 - Q filed with the SEC. Forward - looking statements speak as of the date they and, we disclaim any obligation to update and revise statements contained in these materials to reflect changed assumptions, the occurrence of unanticipated eve nts or changes to future operating results over time, unless required by law. The following are some of the risks and uncertainties relating to us, although not all risks and uncertainties, that could ca use our actual results to differ materially from those presented in our forward - looking statements: ▪ All of our executive officers are also officers, managers, employees or holders of a direct or indirect controlling interest in American Finance Advisors, LLC (the “Advisor”) or other entities under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, “AR Global”). As a result, our exe cut ive officers, the Advisor and its affiliates face conflicts of interest, including significant conflicts created by the Advisor’s compensation arrangements with us and other investment pro gra ms advised by affiliates of AR Global and conflicts in allocating time among these entities and us, which could negatively impact our operating results. ▪ The trading price of our Class A common stock and 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par v alu e per share (the “Series A Preferred Stock”), may fluctuate significantly. ▪ Lincoln Retail REIT Services, LLC (“Lincoln”) and its affiliates, which provide services to the Advisor in connection with ou r r etail portfolio, faces conflicts of interest in allocating its employees’ time between providing real estate - related services to the Advisor and other programs and activities in which they are presently involved or may be involved in the future. ▪ The performance of our retail portfolio is linked to the market for retail space generally and factors that may impact our re tai l tenants, such as the increasing use of the Internet by retailers and consumers, as well as store closures and changes in consumer behavior resulting from or relating to the COVID - 19 pandemic. ▪ Our rental revenue is dependent upon the success and economic viability of our tenants. ▪ We may be unable to enter into and consummate property acquisitions on advantageous terms or our property acquisitions may no t p erform as we expect. ▪ Provisions in our revolving unsecured corporate credit facility may limit our ability to pay dividends on our Class A common sto ck, our Series A Preferred Stock and currently prohibits us from repurchasing shares. ▪ We have not generated, and in the future may not generate, operating cash flows sufficient to fund all of the dividends we pa y o ur stockholders, and, as such, we may be forced to fund dividends from other sources, including borrowings, which may not be available on favorable terms, or at all. ▪ We may be unable to pay or maintain cash dividends at the current rate and provisions in our credit facility currently restri ct us from increasing dividends over time. ▪ We are obligated to pay fees, which may be substantial, to the Advisor and its affiliates. ▪ We are subject to risks associated with a pandemic, epidemic or outbreak of a contagious disease, such as the ongoing global COV ID - 19 pandemic, including negative impacts on our tenants and their respective businesses. ▪ We are subject to risks associated with any dislocations or liquidity disruptions that may exist or occur in credit markets o f t he United States of America from time to time, including disruptions and dislocations caused by the ongoing COVID - 19 pandemic. ▪ Our operating results are affected by economic and regulatory changes that have an adverse impact on the real estate market i n g eneral. ▪ We may fail to continue to qualify to be treated as a real estate investment trust for U.S. federal income tax purposes, whic h w ould result in higher taxes, may adversely affect our operations and would reduce the value of an investment in our Series A Preferred Stock, Class A common stock and our cash available for divi den ds.
Confidential – Not for Distribution 21 21 Appendix
American Finance Trust, Inc. 22 DEFINITIONS AFFO : In calculating AFFO, we start with FFO, then we exclude certain income or expense items from AFFO that we consider to be more reflective of investing activities, such as non - cash income and expense items and the income and expense effects of other activities that are not a fundamental attribute of our day to day operating business plan, such as amounts related to the litigation arising out of AFIN's 2017 merger with American Realty Capital - Retail Centers of America, Inc . (the “Merger”) . These amounts include legal costs incurred as a result of the litigation, portions of which have been and may in the future be reimbursed under insurance policies maintained by us . Insurance reimbursements are deducted from AFFO in the period of reimbursement . We believe that excluding the litigation costs and subsequent insurance reimbursements litigation arising out of the Merger helps to provide a better understanding of the operating performance of our business . Other income and expense items also include early extinguishment of debt and unrealized gains and losses, which may not ultimately be realized, such as gains or losses on derivative instruments and gains and losses on investments . In addition, by excluding non - cash income and expense items such as amortization of above - market and below - market leases intangibles, amortization of deferred financing costs, straight - line rent, and share - based compensation related to restricted shares and the 2018 outperformance agreement with the Advisor from AFFO, we believe we provide useful information regarding those income and expense items which have a direct impact on our ongoing operating performance . By providing AFFO, we believe we are presenting useful information that can be used to better assess the sustainability of our ongoing operating performance without the impact of transactions or other items that are not related to the ongoing performance of our portfolio of properties . AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently . Please refer to our Form 10 - Q for further details on our calculation of AFFO . Annualized Straight - Line Rent : Straight - line rent which is annualized and calculated using most recent available lease terms as of the period end indicated . Cap Rate : Capitalization rate is a rate of return on a real estate investment property based on the expected, annualized straight - lined rental income that the property will generate under its existing lease during its first year of ownership . Capitalization rate is calculated by dividing the annualized straight - lined rental income the property will generate (before debt service and depreciation and after fixed costs and variable costs) and the purchase price of the property . Weighted average cap rates are based on square feet unless otherwise indicated . Cash Cap Rate : For acquisitions, cash cap rate is a rate of return on a real estate investment property based on the expected, annualized cash rental income during the first year of ownership that the property will generate under its existing lease . For dispositions, cash cap rate is a rate of return based on the annualized cash rental income of the property to be sold . For acquisitions, cash cap rate is calculated by dividing the annualized cash rental income the property will generate (before debt service and depreciation and after fixed costs and variable costs) and the purchase price of the property . For dispositions, cash cap rate is calculated by dividing the annualized cash rental income by the contract sales price for the property . Weighted average cash cap rates are based on square feet unless otherwise indicated . Cash NOI : We define Cash NOI as NOI excluding amortization of above/below market lease intangibles and straight - line adjustments that are included in GAAP lease revenues . Cash Rent : Represents total of all contractual rents on a cash basis due from tenants as stipulated in the originally executed lease agreements at inception or any lease amendments thereafter prior to a Deferral Agreement or rent credit (see slide 6 for further information) . Executed Occupancy : Includes Occupancy as of June 30 , 2020 as defined below as well as all leases executed by both parties as of June 30 , 2020 where the tenant has yet to take possession as of such date . Experiential Retail : We define Experiential Retail as multi - tenant properties leased to tenants in the restaurant, discount retail, entertainment, salon/beauty, and grocery sectors, among others . FFO : We define FFO, a non - GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White Paper and approved by the Board of Governors of NAREIT effective in December 2018 (the "White Paper") . The White Paper defines FFO as net income or loss computed in accordance with GAAP excluding depreciation and amortization related to real estate, gains and losses from sales of certain real estate assets, gain and losses from change in control and impairment write - downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity . Adjustments for unconsolidated partnerships and joint ventures are calculated to exclude the proportionate share of the non - controlling interest to arrive at FFO attributable to stockholders . Our FFO calculation complies with NAREIT's definition . GAAP : Accounting principles generally accepted in the United States of America
American Finance Trust, Inc. 23 DEFINITIONS (CONTINUED) Gross Asset Value : Total assets of $ 3 . 6 billion plus accumulated depreciation and amortization of $ 582 . 7 million as of June 30 , 2020 . Investment Grade : As used herein, investment grade includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade . Implied investment grade may include actual ratings of tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or by using a proprietary Moody’s analytical tool, which generates an implied rating by measuring a company’s probability of default . Ratings information is as of June 30 , 2020 . Single - tenant portfolio tenants are 51 % actual investment grade rated and 13 % implied investment grade rated . Liquidity: As of June 30, 2020, the Company had $136.7 million in cash and cash equivalents, and, after giving effect to the amendment t o t he credit facility and the $715 million CMBS refinancing and other transactions that occurred at the closing of the amendment to the credit facility on July 24, 2020, $26.0 million avail abl e for future borrowings under the Company's credit facility. The credit facility currently requires the Company to maintain a combination of cash, cash equivalents and amounts available for future borrowing s u nder the credit facility of not less than $100.0 million, which could limit the Company’s ability to incur additional indebtedness and use cash that would otherwise be available to the Company. The July credit facility amendment is designed to provide the Company with additional flexibility to continue addressing the adverse impacts of the COVID - 19 pandemic. See the Current Report on Form 8 - K f iled by the Company on July 28, 2020 for further details. LOI: Means a non - binding letter of intent. Necessity - Based : AFIN definition of Necessity - Based includes properties leased to Service Retail and/or Experiential Retail tenants . Negotiation : Represents a ctive tenant discussions where no Deferral Agreement has yet been reached . There can be no assurance that these negotiations will be successful and will lead to Deferral Agreements on favorable terms, or at all . Net Debt : Total debt of $ 1 . 8 billion less cash and cash equivalents of $ 137 million as of June 30 , 2020 . Net Debt / Adjusted EBITDA : Represents ratio of net debt as of June 30 , 2020 of $ 1 . 7 billion, to the Company’s calculation of its adjusted earnings before interest, tax, depreciation and amortization (“EBITDA”) multiplied by 4 for the three months ended June 30 , 2020 . Net Leverage : Represents “Net Debt” as defined above divided by “Gross Asset Value” as defined above shown as a percentage . NOI : Defined as a non - GAAP financial measure used by us to evaluate the operating performance of our real estate . NOI is equal to total revenues, excluding contingent purchase price consideration, less property operating and maintenance expense . NOI excludes all other items of expense and income included in the financial statements in calculating net (loss) . Occupancy : Represents percentage of square footage of which the tenant has taken possession of divided by the respective total rentable square feet as of the date or period end indicated . PSA : Means a definitive purchase and sale agreement . Remaining Lease Term : Represents the outstanding tenant lease term . Weighted based on annualized straight - line rent as of the date or period end indicated . Rent Escalators : Contractual rent increases include fixed percent or actual increases, or CPI - indexed increases . Annual averages are based on annualized straight - line rent as of June 30 , 2020 . Service Retail : AFIN definition of Service Retail includes single - tenant retail properties leased to tenants in the retail banking, restaurant, grocery, phar macy, gas/convenience, healthcare, and auto services sectors . Traditional Retail : AFIN definition of Traditional Retail includes single - tenant retail properties leased to tenants in the discount retail, home improvement, furniture, specialty retail, auto retail, sporting goods sectors, wireless/electronics, department stores, and home improvement .
Three Months Ended June 30, 2020 June 30, 2019 (Unaudited) (Unaudited) EBITDA: Net income (loss) $ (18,204) $ 8,540 Depreciation and amortization 35,443 30,924 Interest expense 18,801 21,995 EBITDA 36,040 61,459 Impairment of real estate investments 11,502 4 Acquisition, transaction and other costs 721 1,892 Equity - based compensation 3,247 3,268 Gain on sale of real estate investments (2,838) (14,365) Other income (61) (667) Goodwill impairment — 1,605 Adjusted EBITDA 48,611 53,196 Asset management fees to related party 6,918 6,335 General and administrative 6,864 6,441 NOI 62,393 65,972 Amortization of market lease and other intangibles, net (2,289) (1,723) Straight - line rent (5,442) (1,566) Cash NOI $ 54,662 $ 62,683 Cash Paid for Interest: Interest expense $ 18,801 $ 21,995 Amortization of deferred financing costs, net and change in accrued interest (990) (3,062) Amortization of mortgage discounts and premiums on borrowings 589 839 Total cash paid for interest $ 18,400 $ 19,772 American Finance Trust, Inc. 24 NON - GAAP RECONCILIATIONS Non - GAAP Measures Amounts in thousands
Three Months Ended June 30, 2020 June 30, 2019 (Unaudited) (Unaudited) Funds from operations (FFO): Net income (loss) attributable to common stockholders (in accordance with GAAP) $ (21,803) $ (7,884) Impairment of real estate investments 11,502 4 Depreciation and amortization 35,443 30,924 Gain on sale of real estate investments (2,838) (14,365) Proportionate share of adjustments for non - controlling interest to arrive at FFO (71) (27) FFO attributable to common stockholders 22,233 24,420 Acquisition, transaction and other costs 721 1,892 Litigation cost reimbursements related to the Merger – (115) Legal fees and expenses – COVID - 19 Lease Disputes 242 — Amortization of market lease and other intangibles, net (2,289) (1,723) Straight - line rent (5,442) (1,566) Straight - line rent (rent deferral agreements) 2,082 Amortization of mortgage premiums on borrowings (589) (839) Equity - based compensation 3,247 3,268 Amortization of deferred financing costs, net and change in accrued interest 990 3,062 Goodwill impairment – 1,605 Proportionate share of adjustments for non - controlling interest to arrive at AFFO (1) 1 AFFO attributable to common stockholders $ 21,194 $ 29,997 Weighted - average common shares outstanding 108,386 106,394 Net income (loss) per share attributable to common stockholders — Basic and Diluted $ (0.20) $ 0.07 FFO per common share $ 0.21 $ 0.23 AFFO per common share $ 0.20 $ 0.28 Dividends declared $ 23,058 $ 29,213 American Finance Trust, Inc. 25 NON - GAAP RECONCILIATIONS Non - GAAP Measures Amounts in thousands, except per share data